You Look So Sexy This Way
by Eddy13
Summary: A retelling of the ending of "Bats!". Twilight's spell was able to help Fluttershy get her mind back...but unfortunately, she's stuck as a batpony for the rest of her life! Naturally, Fluttershy is distraught, but luckily, her lifelong friend Rainbow Dash is there to help her get use to the change...while also unable to get over how hot she thinks Fluttershy looks now!


**A/N: This is a story I wrote for a FlutterDash contest over at Fimfiction. The response for it has been so great, I decided to bring it here to fanfiction! I hope you MLP fans enjoy!**

* * *

With the transformed Fluttershy paralyzed by the sight of her own reflection, Twilight took action. Aiming her horn, she directed a spell at the batpony. Within moments, Fluttershy was wrapped in a cocoon of purple energy.

"Do you think it'll work?" Spike asked.

"Ah sure hope so" Applejack said nervously.

Within seconds, the purple light faded and an unconscious figure was lowered to the ground.

"Whew" Twilight sighed as her horn's glow vanished. "That should do it."

The downed figure began to twitch and raise, the relieved group expecting to see their normal shy friend's face...only to be shocked by still seeing the face of a batpony!

"AAH!" Spike cried in shock as he hid behind Twilight "It didn't work!"

"B-But that's impossible!" Twilight cried, her eyes wide in disbelief "That spell should've worked!"

"Uh, what spell?" the batpony asked in a familiar voice.

The batpony's pony-like behavior caused the group to look at it with surprise and uncertainty.

"Uh...Fluttershy?" Twilight asked apprehensively.

"Yes?" the batpony replied in Fluttershy's usual manner. "What's the matter?"

"Fluttershy, is that really you?" Applejack asked with wide eyes and a slack jaw.

"Yes, it's me" Fluttershy nodded "But what's wrong with all of you?"

"Uh, well" Rainbow Dash said slowly "There's nothing wrong with _us_."

"Huh?"

"Twi," Applejack said monotonously "What in Equestria happened?"

"I don't know" Twilight replied with uncertainty "I'll need to get back to the library to figure it out" she then turned back to Fluttershy "Don't worry, Fluttershy. Everything is going to be fine."

Fluttershy was confused. "Really. Why is everypony looking at me like I'm some sort of bizarre animal?"

"Well, cause you kind of are, Silly" Pinkie Pie replied.

"Uh, what?"

"Here, look" the party pony said as she grabbed one of the mirrors used to trap FlutterBat.

"Pinkie, no!" Rarity cried.

It was too late. Pinkie had the mirror in front of Fluttershy. Within a few seconds, an ear-piercing, high-pitched 'EEEEEYYYYYEEEEE!' erupted throughout Sweet Apple Acres, causing vampire fruit bats throughout the grove to take to the skies in shock. At the same time, the unmistakable sound of glass cracking and breaking coincided with the scream. When both sounds subsided, a single voice was heard.

"Wow. You just got yourself 21 years of bad luck, Fluttershy."

"And I need to get myself three new modelling mirrors" a frustrated fashionista added with a sigh.

* * *

"I just don't understand it" a frantic Twilight said as she went through what felt like her hundredth book in the last hour as Spike got her more books and the others watched from the side "I looked over that spell thoroughly. It should've returned Fluttershy to normal **completely**! Not just her _mind!_ I can't imagine what in Equestria went wrong!"

"But, you can change her back into a pegasus, right?" Applejack asked hopefully, feeling responsible for her friend's current state.

"If I can figure out what went wrong with the spell, hopefully!" Twilight said as she put down another spent volume.

"Well, if you can't," Fluttershy said hopefully "maybe I can get Discord to change me back."

"Eh, I wouldn't trust him to do that, Fluttershy" Rainbow Dash said uneasily "I get that he's your friend and all, but I still think he's a pain in the flank. Besides, I doubt he'd want to change you back. He'll no doubt prefer you this way."

"Oh dear" Fluttershy said nervously "I hope if this isn't resolved by our next tea party, he won't come on to me."

" _That makes two of us_ " Rainbow Dash thought to herself bitterly.

"Any luck on finding a solution to poor Fluttershy's condition?" Rarity asked the researching alicorn.

"Still looking" Twilight said as she went through three books at once. "There's got to be a clue on why the spell messed up in the first place so we'll know how to fix it."

"Uh, I'm not so sure about that, Twi" Spike said in a slow, nervous manner.

The dragon's comment caused everyone to look in his direction.

"Uh, why do you say that, Spike?" Rarity asked uneasily.

"Even if we find out how the spell goofed, it won't really matter" was the reply.

"Wha-What do you mean, Spike?" Twilight asked, a bad feeling forming in the pit of her stomach with each word.

In response, Spike held up a book. "I was researching the original book you found the spell in. Turns out that there's a part that you missed."

"Ooh, fine print" Pinkie Pie said nervously "That's never a good thing."

"I must've overlooked it in my rush to find Applejack a solution to the vampire fruit bats" Twilight said nervously before gulping "What did it say, Spike?"

"Well," Spike said slowly as he looked over the book "It turns out that the spell can only be used on a subject _once_."

"Well, so what?" Rainbow said dismissively "We're not looking to put it on Fluttershy again!"

"No, you don't understand, Rainbow" Spike said with a shake of his head "The spell can only be placed on and removed from a subject once. Since Fluttershy got the rebound from the spell Twilight used on the vampire fruit bats, it counted as being cast on her."

The bottom of Twilight's stomach fell out as she realized the implications of Spike's words. "And our attempt to return her to normal, however imperfect it was, counted as being removed from her."

The library was completely silent as the ponies within processed what Twilight was saying.

"You," Rarity was the first to speak up "You mean that..."

Twilight nodded slowly and reluctantly. "No matter what we try, the spell won't work on Fluttershy anymore." she turned to the batpony "I'm so sorry, Fluttershy, but you're stuck as a batpony...FOREVER!"

The former pegasus felt her mouth fall open as her eyes grew three times their normal sizes as she took the words in. A farmpony gave her an apologetic look, a cyan pegasus put a consoling hoof on her shoulder while a dragon did the same with his claw on her leg, and a fashionista gave her sympathetic hug. A party pony gave...a different perspective.

"Boy, the spa ponies are going to have a challenge styling this!"

* * *

The following morning, after having Twilight remove the spell from the vampire fruit bats, the ponies walled off a section of Sweet Apple Acres for the bats to reside in, creating a bat sanctuary like Fluttershy first suggested, figuring it was the least they could do for the girl after what they had done to her.

"Fluttershy," Applejack said slowly as she put up the sanctuary sign "Ah am _so_ sorry fer this. Ah should've listened tah you in the first place, but I was just too darn stubborn in wantin' the bats out of my crop. Now thanks tah me, yer stuck this way fer the rest of yer life!"

"Don't go blaming just yourself for this, Applejack" Rarity said solemnly "We all goaded Fluttershy into doing the plan. All of us are to blame."

"No" Fluttershy said in an ashamed manner "It's _my_ fault. I knew the plan was a bad idea from the start, but I gave in and did it anyway." She looked over her scaly bat wings and felt her fangs before hanging her head in submission, her bat ears dropping "This is my punishment for trying to change the bats."

"Fluttershy" Twilight said guiltily "You _did not_ deserve to have this happen to you! I'm the one who should've studied that stupid spell more carefully! Now you end up paying the price for my negligence!"

"Ponies, please!" Pinkie Pie cried before anypony could say anything else "We're just going to keep blaming ourselves all day! Let's just say we're all at fault for what happened to Flutters and be done with it, okay?"

The group was silent for a second before Applejack spoke up "Ah suppose that makes sense. Still feel bad about it though."

"That's how you're supposed to feel after you've done something bad to your friend" Pinkie Pie commented.

"Oh well" Fluttershy sighed before looking out towards the fenced off grove "If any good came out of this, at least the vampire fruit bats now have a place to live. And like I said, the seeds they spit out will grow into much healthier trees, which means more apples next year."

"Wait a minute" Rainbow Dash said slowly as a realization dawned on her "And that means...more cider! Alright!" With a cheer she leaped into the air and started flying around "Woo-hoo! Man, we should've taken Fluttershy's advice from the start!"

Looking down, she saw the group look at her with annoyed expressions before motioning to Fluttershy.

"Oh, right" Rainbow Dash said as she landed "Guess we really should've listened."

"Do you think you'll be okay, Dear?" Rarity asked Fluttershy worriedly.

The batpony sighed as she looked over her permanent form. "Oh, I'll manage, I suppose. The change will take some getting used to."

"Look on the bright side, Flutters" Pinkie Pie said optimistically "You can be queen of all vampire fruit bats!"

"Uh, considering Equestria's past encounter with a queen, that might not be such a good idea" Spike pointed out.

Fluttershy sighed again, her pointed ears flopping. "Well, I'm going home now. I'll let you all know if I need anything. Bye girls, thanks for trying to help me." With her head down low and her bat wings drooping, Fluttershy slowly trotted her way back towards her cottage, the rest of the group watching her until she was out of sight.

"Poor girl" Applejack sighed guiltily "She's acting like her entire life is over."

"Well, it kind of is, isn't it?" Spike blurted out, earning a look from the group "What?"

"Oh, isn't there anything we can do to help her, Twilight?" Rarity asked the alicorn.

Twilight reluctantly shook her head. "I'm afraid there's just no way to undo the spell. I don't know what else we can do."

"Maybe we can throw her a party to cheer her up" Pinkie Pie suggested.

"Ah don't think she's in the mood for a party at the moment, Pinkie" Applejack commented regretfully.

"Especially a 'Congratulations! You're a batpony!' party" Spike added.

Rainbow Dash, meanwhile, was still focused on the spot where Fluttershy had disappeared from sight, the image of her sadly staggering away burned deep into her mind. She just couldn't bear to see such a sight. Within moments, her eyes narrowed in determination and she leaped into the air.

"Rainbow Dash, where are you going?" Rarity asked in surprise.

"I'm going to see Fluttershy" she said firmly "I've known her longer than the rest of you, so I'm the best pony who can help her!"

"But Rainbow, I told you" Twilight said "There's no way to change her back!"

"Big deal!" Rainbow Dash shot back dismissively "So what if she's going to be a batpony for the rest of her life? She's still the same Fluttershy I love, and I'm going to remind her of that!"

With that, the cyan speedster was off like a shot, a rainbow trail following her as she sped off towards Fluttershy's cottage.

"Heh" Applejack smirked. "That's the Element of Loyalty for ya!"

"Uh, did Dashie say 'love' or 'know and love'?" Pinkie Pie asked as she scratched her head in bewilderment.

* * *

Over at her cottage, Fluttershy was explaining her sudden change to her animals. Fortunately, her furry friends were not put off for her new appearance. While they were a bit unnerved by the sight of her fangs when she smiled, they were understanding and knew they had to get used to their caretaker's new appearance.

Fluttershy's bats apparently got used to her new look immediately.

"Now listen" she told the bats "You're all really nice and I appreciate the gesture, but I do not want to be the ruler of all bats."

The bats sighed and reluctantly nodded before flying away, leaving Fluttershy to herself.

"At least I've still got my animal friends" she said with admission as she sat on the lawn "so it won't be that bad to never show my face in public again."

"That's a load of balderdash!"

Fluttershy jumped for a second before a familiar pegasus landed beside her.

"Oh, it's you, Rainbow" Fluttershy sighed with relief "What are you doing here?"

"Listening to you spout a bunch of nonsense!" Rainbow Dash cried "What's this about you never letting anypony see you again?"

"Just what I said" Fluttershy said assertively "I'm never leaving my cottage again. It's actually for the best, really. I was never really one for crowds anyway."

"Fluttershy, you're being ridiculous!" Rainbow Dash facehoofed "You really think everypony in Ponyville will freak out over the sight of you?"

"Rainbow" Fluttershy said solemnly as she held out her bat wings "Look at me. I'm a freak! Anypony that takes one look at me will run off in a panic! And considering I had low self-esteem in the first place, the thought of that happening would destroy me."

Rainbow Dash sighed, knowing from experience that she would have to handle this with kid gloves. "Fluttershy," she said slowly "be sensible. The ponies in Ponyville won't shun you because you look a little different. I mean, they're no strangers to crazy stuff. After all, they've seen a living myth return, got stampeded twice, endured a parasprite infestation," the mention of this made Fluttershy hang her head in guilt "got dragged along with two of Twilight's crazy antics, was visited by Cerberus, enslaved by a corrupted stage magician, made nice with the spirit of chaos himself, and recently experienced a near takeover from the Everfree Forest! After all that, they won't be put off just because a pony is sporting a pair of fangs and has bat wings. They'll know you're still the same Fluttershy."

"Well, I suppose you're right" Fluttershy admitted, realizing Rainbow Dash had a point.

"There, you see!" Rainbow Dash cried excitedly.

"But that doesn't change the fact that I'm scary looking!" Fluttershy said regrettably.

"Well, look at it this way" Rainbow Dash said optimistically "You don't have any reason to be scared around Nightmare Night anymore!"

"Huh?"

"With how you look, you'll have nothing to be afraid of anymore" Rainbow Dash said encouragingly "Now you'll be able to scare off anything that tries to hurt you!"

"Wow, I never thought of it that way" Fluttershy said in astonishment.

"Sure, and besides" Rainbow Dash went on with a grin "you're not that scary looking. In fact, you look kind of cool!"

"What?"

"Sure" Rainbow Dash said enthusiastically "I mean, look at those wings!" she pointed at Fluttershy's scaly appendages "Looking at them now, they actually look pretty boss! If I didn't already have an awesome pair of wings of my own, I'd love to have some bat wings!"

"Well, even if they are cool looking, it won't change the fact that I'm still the worst flier in Equestria" Fluttershy commented.

"Uh, you obviously were unaware of the flying stunts you did when you were scaring the daylights out of me and the others." Rainbow Dash said dryly.

"That was only because I had the mind of a bat" Fluttershy countered.

"Oh yeah?" the cyan pegasus said with a challenging smirk as she leaped into the air "Then follow me and we'll see how you do!"

Getting up reluctantly, Fluttershy spread her wings and leaped into the air...surprised to find that doing so was much easier than usual.

"You see?" Rainbow Dash said grinning "You're a natural now! See if you can catch up with me!" In a flash, she was off.

Without even thinking, Fluttershy took off after the pegasus. Much to her surprise, the difficulty she usually had when she flew was not present. Her bat wings seemed to cut through the air much more easily than when she was a pegasus. Looking down, she was surprised to see how much space she was passing over with each wingbeat. Within seconds she was a few feet away from Rainbow Dash.

"Not bad" the rainbow-maned pony said dismissively "But let's see how you do against a pro! Catch me if you can!" With that, she put on an extra burst of speed, pulling away from Fluttershy.

Something deep inside Fluttershy seemed to spring to life, a look of determination appearing in her eyes as a grin formed on her lips.

"We'll see about that!" she said with a chuckle before racing after her fillyhood friend.

Fluttershy was able to easily duplicate every maneuver that Dash did: from loop de loops, spins, and twirls, to dodging obstacles, to even power dives and divebombs, all while managing to stay within a few feet of her.

Rainbow decided not to try a sonic rainboom, lest Fluttershy was able to one-up her on it.

Before Rainbow Dash even knew it, Fluttershy was neck and neck with her, much to her shock and surprise.

"Hey, Dash" Fluttershy said with a cocky grin "First one to that mountain wins!" before increasing her wing speed and pulling ahead.

"Oh, you're on!" Rainbow Dash replied as she accelerated after the batpony.

The pair flew towards their destination at breakneck speeds, their trails shown by pink and rainbow streaks in their wake.

At one moment, Rainbow managed to pull ahead of Fluttershy, only for the batpony to overtake her again, followed by Rainbow getting ahead again, then Fluttershy. Back and forth the lead kept changing as they neared the mountain.

With a loud ' _ **ssssscccccrrrrreeeeeeeeeeccccchhhhh!**_ ', the duo skidded to a stop on the mountain's edge, both of them panting and perspiring.

"So...who do you think won?" Fluttershy asked as she caught her breath.

"I'm...not sure" Rainbow Dash gasped in response "We were both...going so fast...I couldn't keep track of who was in first."

"In that case..." Fluttershy replied "...let's call the race...a draw."

Rainbow Dash smirked. "I can agree to that. But we're totally having a rematch, got it?"

Fluttershy smirked. "Deal."

By now, Celestia's light was going down over the horizon. The duo decided to watch the sunset, planting their rumps on the cliff's edge to observe the beautiful sight.

"So Fluttershy" Rainbow Dash asked as she watched the sun going down "Think you'll be able to adjust to your new appearance now?"

"Actually, I think I will nicely" Fluttershy said positively "You've shown me that being a bat isn't so bad after all."

"There, you see?" Rainbow Dash smirked. "Man, you were awesome back there, Flutters. I've never had a flying buddy keep up with me like that before. Flying together in the future is going to be lots of fun!"

"Uh, Rainbow" Fluttershy said slowly "I don't mean to pry, but...do you prefer me better like this than when I was a pegasus?"

That question caused Rainbow's eyes to widen as she looked the batpony in the face. "What?! No, of course not! Sure, I find your new flying skills impressive, but I still liked you as a pegasus as much as I do now!"

"Really?" Fluttershy asked hopefully.

"Sure" Rainbow Dash nodded "You're just as cute now as you were then!"

Rainbow Dash's eyes widened when she realized what she just said. Turning to Fluttershy, she saw the batpony had a surprised look on her face.

"You-You thought I was cute as a pegasus?" Fluttershy asked in surprise.

"W-Well" Rainbow Dash stuttered "It wasn't hard to see that you were an adorable pony."

"And you think I'm cute...the way I am?"

"Well, to be honest," the cyan speedster gulped "I think you're more than just cute."

"You mean cool?"

"More than that."

"Awesome?"

"Still more."

"Well, then, Rainbow, what _is_ your personal opinion of my new look?" Fluttershy asked.

Rainbow Dash looked back to the batpony beside her. The setting sun seemed to give her a heavenly glow. Her batwings appeared to be shimmering, and her mane, while a little more wild than originally, still appeared silky and shined in the light. Fluttershy's eyes, though now bloodshot, still looked adorable. Rainbow Dash gave Fluttershy an entire once over. Her body was still glistening with perspiration from their race. A drop of sweat raced down Fluttershy's cheek and passed over her lips before hitting the ground.

Rainbow Dash felt like her wings were on fire.

"In my honest opinion, Fluttershy" Rainbow Dash said slowly "I think you actually look...kind of hot."

Fluttershy's eyes widened in surprise. That was not the term she was expecting.

"Y-You think...I look hot?"

"Well, when I saw you last night, I was in freak-out mode so I couldn't really focus on how you looked" Rainbow Dash said "but seeing you up close without the hungry bat mindset, you're actually..."

"...sexy."

Fluttershy's mind was blown. She never could've imagined that her fillyhood friend would find her attractive. And yet, here she admitted it. This revelation caused something to click within her mind. Within seconds, a strange sparkle appeared in Fluttershy's eyes as her demure smile changed to one more wicked. "You think I'm sexy, huh?"

"Well, yeah" Rainbow Dash said with a blush.

The batpony sashayed over to Rainbow Dash and sat down beside her "Does that also mean that you think little ol' me can be seductive?"

"Mmm, possibly" Rainbow Dash squeaked.

"Well then" Fluttershy said as she rubbed up against the pegasus "How good of a seductress do you think I could be?"

Rainbow Dash gulped. "Oh, I'd say a pretty hot one."

Fluttershy's fangs glistened. "Good answer."

Fluttershy then bit into Rainbow Dash's shoulder.

"Aah! Aah!" the rainbow-maned pony squealed "No blood sucking!"

Fluttershy took her mouth off of Dash's neck. "Sorry. Didn't mean to bite so hard."

"Uh, why did you bite anyway?" Rainbow Dash asked with a wince as she rubbed her shoulder.

"Cause you're not the only one who sees their best friend as attractive" Fluttershy said with her seductive voice.

Rainbow Dash smirked as she realized what Fluttershy was getting at. "Oh yeah?"

"Yeah" Fluttershy replied as she scooted closer to Rainbow Dash.

"Well you know," Rainbow Dash as she rubbed up against Fluttershy. "That neck biting is going to need work. I don't want to end up having to get a tetanus shot every time we make out."

"Got it" Flutteshy nodded.

"The seductive bit, however" Rainbow Dash said with a grin. "That was spot on."

"Well, in that case," Fluttershy said as she crouched...followed by pouncing on Rainbow Dash.

Unfortunately for the pair, Fluttershy ended up knocking them over the edge. It happened so fast that Rainbow Dash didn't have time to react.

"Aaaah!" she cried as they descended face down to the ground.

Bracing herself, Rainbow Dash expected another painful crash for her resume.

Surprisingly, however, she didn't feel any impact.

Curious to the long fall, Rainbow Dash opened her eyes and was surprised to see that she was dangling upside down ten feet in the air. Shocked at how this happened, she heard a giggle and turned to see an upside down Fluttershy, who was sporting a cocky grin.

"I got us, Dashie."

Confusion on her face, Rainbow looked back up and saw that Fluttershy's tail was hanging onto a tree branch, keeping them both aloft.

"Hee hee" Fluttershy giggled "You're right. Being a bat isn't so bad after all" she then wrapped her bat wings around Rainbow Dash and pulled her close. "So, Rainbow, do you want to join the Treetop Club?"

Rainbow Dash just smirked before wrapping her hooves around the batpony and giving her a romantic and passionate kiss.

* * *

"Are you sure you want to go to Fluttershy's place, Applejack?" Rarity asked as the four ponies walked along the path.

"Darn positive" Applejack replied. "Ah still feel bad about Fluttershy ending up like she did. Ah have tah do something tah try and help her through this mess."

"But Dashie said that she'd help Fluttershy get through this batpony thing." Pinkie Pie commented.

"And Ah appreciate the gesture," Applejack nodded "but this situation is too big fer one pony alone tah fix. There's only so much a single pony can do. Ah don't know if Rainbow Dash will be able tah get through tah her."

With the sun setting, Twilight looked into the sky to figure out how far from Fluttershy's cottage the group was...when she caught sight of something surprising.

"Twilight, what's wrong?" Rarity asked when she saw Twilight's shocked face.

"Look, up in that tree!" the alicorn pointed.

The three ponies followed suit and their faces immediately morphed into matching shocked expressions. For there, dangling by a tree branch ten feet in the air and upside down were Rainbow Dash and Fluttershy, their hooves and wings wrapped around each other tightly and their lips fiercely glued together in a passionate kiss.

"Umm, I think she got through to her" Pinkie Pie commented to the stunned group.


End file.
